STOCKHOLM, Aug. 27, 2026 /PRNewswire/ -- Boliden AB ("Boliden") and Votorantim S.A. ("Votorantim") have entered into a definitive agreement (the "Transaction") pursuant to which Boliden will acquire all of Votorantim's shares in Nexa Resources S.A. ("Nexa"). Under the terms of the Transaction, Votorantim will receive 0.250x newly issued Boliden shares for each of its Nexa shares resulting in Boliden becoming owner of 64.68% of the total number of shares and votes in Nexa, and Votorantim becoming owner of approximately 7.0% of the total number of shares and votes in Boliden.([1]) Closing of the Transaction ("Closing") is subject to certain conditions, including approval by Boliden's shareholders at an extraordinary general meeting ("EGM") and receipt of regulatory approvals. Following Closing, Boliden has agreed with Nexa to launch a voluntary tender offer ("VTO") to purchase for cash any Nexa shares not acquired through the Transaction.

"In addition to positioning Boliden as one of the leading zinc providers in the world, the transaction will reinforce our standing as a globally important base metal producer and bring a healthy addition to our precious metal business with a large increase to our output of silver in concentrate. Furthermore, Boliden's and Nexa's combined project portfolio will be highly attractive and present a solid foundation for future growth. Also, I am very confident that entering two highly attractive mining and smelting jurisdictions in Latin America together with an experienced partner, who will also become a significant Boliden owner, will bring benefits to internal and external stakeholders both short-term and long-term", commented Mikael Staffas, President and CEO, Boliden.

   -- Boliden will become the majority shareholder in Nexa, a zinc and silver 
      producer with operations in Brazil and Peru, expanding Boliden's position 
      as one of the global leaders in zinc mining and smelting, and reinforcing 
      Boliden's standing within both base and precious metals. 
 
   -- The Transaction enhances Boliden's growth profile and expands its 
      presence into two highly prolific mining jurisdictions in Latin America. 
 
   -- The Transaction will create a geographically diversified and resilient 
      base and precious metal business with significant scale and growth 
      upside. 
 
   -- The exchange ratio of 0.250x implies consideration to Votorantim of USD 
      15.29 per Nexa share[2], representing a 14.2% premium to the 20-day 
      volume weighted average price ("VWAP") of Nexa shares as of July 1, 2026, 
      the last unaffected trading day[3] of the Nexa share on the New York 
      Stock Exchange ("NYSE") and a 6.5% premium to the 20-day VWAP of the Nexa 
      share on August 26, 2026 on the NYSE. The total implied consideration for 
      the Transaction is USD 1,310 m.[4] 
 
   -- The Transaction implies a total equity value of Nexa of approximately USD 
      2,025 m (equivalent to approximately SEK 19,296 m) and an enterprise 
      value of approximately USD 3,666 m[5] (equivalent to approximately SEK 
      34,940 m), on a 100% basis. 
 
   -- Votorantim, one of Latin America's largest investment holding companies, 
      will receive 21.4 million newly issued Boliden shares as consideration, 
      corresponding to approximately 7.0% of the shares and votes in 
      Boliden.[6] 
 
   -- Payment in Boliden shares (as opposed to cash consideration) preserves 
      the strength of Boliden's balance sheet and is expected to be immediately 
      accretive to Boliden's earnings per share ("EPS").[7] 
 
   -- Votorantim is prepared to be an active shareholder in Boliden, with 
      representation on Boliden's Board of Directors. 
 
   -- In connection with the Transaction, Boliden and Nexa have entered into an 
      agreement which will provide Boliden with certain customary governance 
      rights following Closing. 
 
   -- Closing is subject to certain conditions, including approvals by 
      Boliden's shareholders at an EGM, and receipt of regulatory approvals, 
      and is currently expected to take place during the first quarter of 2027. 
 
   -- Nexa's shares are currently listed on NYSE with 35.32% held by minority 
      investors. Following Closing, Boliden has agreed with Nexa to launch a 
      VTO to purchase any Nexa shares not acquired through the Transaction at a 
      cash price determined by reference to the fixed exchange ratio agreed 
      with Votorantim for the Transaction and the 20-day VWAP of Boliden's 
      shares on Nasdaq Stockholm prior to Closing. 
   -- An excellent fit and growth opportunity in Latin America: Boliden's 
      strong European experience coupled with Nexa's notable Latin American 
      operations are expected to create a strong zinc business with a 
      significant silver component that leverages local know-how and 
      operational excellence in attractive mining jurisdictions. As a large, 
      long-term shareholder of Boliden, Votorantim, one of Latin America's 
      largest investment holding companies, will provide valuable regional 
      experience. 
 
   -- Creation of a geographically diversified, resilient, and growth-oriented 
      business: Boliden will combine its European base and precious metals 
      mining and smelting operations with Nexa's Latin American assets. 
      Boliden's century-long track-record combined with Nexa's 65+ year history 
      of regional expertise provides a proven foundation for future sustainable 
      and long-term value creation, underpinned by unwavering commitment to 
      safe and responsible business practices. The Transaction allows Boliden 
      to leverage its long-standing technical expertise and operational 
      excellence in unlocking additional value from Nexa's growth pipeline. 
 
   -- Accretive for Boliden's shareholders: The Transaction is expected to be 
      immediately accretive to Boliden's earnings per share and contributes >8% 
      to EPS.[8] 

Following Closing, Boliden (including through Nexa) will operate a portfolio of 12 mining units and 8 smelter units across Europe and Latin America. Subject to receipt of all regulatory approvals, the Transaction is expected to lead to a significant increase in Boliden's production of finished metals as well as metals in concentrate.

Nexa will be fully consolidated in Boliden's financial statements from Closing, with the remaining minority Nexa shares recognized as non-controlling interest in Boliden's financial statements. In the twelve-month period ending June 30, 2026, Boliden and Nexa had a combined consolidated revenue of approximately SEK 136 billion, and EBITDA of approximately SEK 38 billion.([9]) As of June 30, 2026, Boliden reported a net debt-to-equity ratio of 24%. Assuming that the Transaction would have been closed as of June 30, 2026, Boliden's combined consolidated net debt-to-equity would have been approximately 33%.([10])

Boliden's dividend policy and financial targets remain unchanged following the Transaction.

Closing is conditional on Boliden's shareholders authorizing Boliden's Board of Directors to issue the consideration shares to Votorantim (to be implemented by way of an issue-in-kind). Boliden's Board of Directors intends to convene an EGM for this purpose. Approval of the issue authorization requires support by Boliden shareholders representing a simple majority of votes cast at the EGM. Through the issuance of the consideration shares in the Transaction, the number of shares in Boliden will increase from 284,225,454 to 305,639,236, representing a dilutive effect of approximately 7.0%. Under the transaction agreement, Votorantim has the right to propose a representative for election to Boliden's Board of Directors, with such appointment subject to the terms of the transaction agreement with effect from Closing and subject to receipt of approval under the Swedish FDI Act (Sw. lagen om granskning av utländska direktinvesteringar).

Closing is also conditional upon approval by Nexa's EGM for appointment of a new Nexa Board of Directors. Following Closing, Boliden currently expects that Nexa would have a Board of seven Directors, of which four Directors would be affiliated with Boliden.

Closing is also subject to competition and other regulatory approvals, as well as other customary closing conditions.

Boliden currently expects that the Transaction will close during the first quarter of 2027.

Boliden has secured a fully committed bridge financing facility totalling USD 2.0 billion in support of the Transaction. The facility provides funding flexibility to address potential financing requirements of the VTO for the remaining Nexa shares, potential financing requirements of the mandatory tender offers for shares in certain of Nexa's Peruvian subsidiaries, and to pro rata fund potential refinancing requirements within Nexa. Boliden expects to determine the appropriate long-term financing structure following Closing.

Boliden and Nexa have entered into an agreement, to become effective as of Closing, governing the rights of Boliden as a controlling shareholder of Nexa, including customary governance, shareholder rights arrangements and rights for SEC registration of share resales. The agreement also obligates Boliden to commence the VTO following Closing (as further described below). In addition, Boliden has agreed, subject to certain exceptions, that additional acquisitions of Nexa shares or facilitation of Nexa change of control transactions for a period of three years after Closing requires the consent of an independent and disinterested committee of the Nexa Board of Directors.